This Cheesy Spinach and Chicken Mac is less like a traditional mac and cheese and more like a casserole. It’s one of my favorite comfort foods to make. It’s just as delicious the next day as all the flavors mingle and meld together, or you can make it in advance and keep it in the freezer for days when you don’t feel like cooking.

The Creamiest Mac and Cheese Gets a Spinach and Chicken Upgrade
There are nights when all I want is a pan of something bubbling and cheesy, nothing fancy, just pure comfort. That’s when I pull out this spinach and chicken mac and cheese. It’s not quite your typical baked mac and cheese. With added protein and spinach it’s an entire meal.
I’ve made plenty of macaroni and cheese recipes in my life, but this one? It holds its own. I swapped part of the pasta for shredded chicken and fresh spinach, which keeps it from feeling too heavy but still feels like the cozy bowl you want to curl up with.
The sauce doesn’t start with flour like most. Instead of making a roux, cream and milk simmer down slowly with onions and garlic until it’s thick enough to cling to the pasta. Once you melt in sharp cheddar and parmesan, it’s hard not to dip a spoon in before it even hits the oven.

And then there’s a little heat. Just a dash. Not enough to scream buffalo chicken mac, but enough to perk up the flavors. You can always leave it out for a milder version.
You know what else I love about this recipe? It’s flexible. Got leftover roasted chicken? Perfect. A rotisserie bird from the store? Even easier. Half a bag of spinach in the crisper, about to wilt? Toss it in. This is my kind of clean-out-the-fridge dinner.
When I serve this chicken mac and cheese casserole, I usually add something fresh on the side. A simple Greek cucumber salad cuts through the richness. Or, if it’s peach season, I’ll make a quick tomato and peach salad for that sweet-salty balance.
Ingredients Notes

(See the recipe card for the full list and measurements.)
- Pasta – short noodles like penne, bowtie, or elbow work well.
- Spinach – fresh or frozen, it cooks right into the sauce.
How To Make Cheesy Chicken Mac
Step One: Prepare Pasta


Step Two: Start Sauce
Cook onions in butter and olive oil, add garlic and cook an additional minute. Warm milk and cream in the microwave and add to the onion mixture. Reduce the heat to low and simmer until it has reduced, then add seasonings.
Step Three: Add Cheese



Step Four: Bake Casserole
Bake for 45 minutes or until the sauce bubbles at the edges and the top turns golden brown.

This mac and cheese with chicken feels like the best of both worlds: a pasta bake with just enough veggies to pass as balanced but still creamy, cheesy, and satisfying. Leftovers are even better, which means lunch the next day is already handled.
If you’re in the mood for more comfort food classics, you might also like my queso chicken or this cheeseburger macaroni that tastes just like the boxed stuff we grew up with, but better.
If you loved this recipe, give it a star ⭐️⭐️⭐️⭐️⭐️ rating! Also, snap a picture of your finished dish and share it with me on Instagram using the hashtag #butterandbaggage and tagging me @butterandbaggage.
Creamy, Cheesy Spinach and Chicken Mac
Ingredients
- 8 ounces penne pasta
- 2 tablespoons olive oil divided
- 2 tablespoons butter
- 1 yellow onion diced
- 3 cloves garlic minced
- 2 cups milk
- 2 cups heavy cream
- 2 cups sharp cheddar cheese shredded
- ½ cup parmesan cheese grated
- 2 teaspoons salt
- 1 teaspoon pepper
- 2 tablespoons hot sauce
- 3 ½ cups shredded chicken
- 8 ounches fresh spinach stems removed
Instructions
- Preheat the oven to 350º.
- Boil the pasta in salted water per package directions. Drain and place in a large bowl. Drizzle with a tablespoon of olive oil.
- In a large skillet, add butter and 1 tablespoon olive oil. Cook onions over medium heat until translucent, about 5 minutes. Add garlic and cook for 1 minute. Warm milk and cream in the microwave and add to the onion mixture. Reduce the heat to low and simmer until it has reduced by half and is slightly thickened, about 20 minutes.
- Add salt, pepper, and hot sauce to taste.
- Remove from the heat and add cheese, stirring until melted. Add spinach and stir then add chicken and stir until it is combined. Pour over the pasta and stir until combined. Pour into a 2 quart baking dish.
- Bake for 45 minutes or until the sauce is bubbling at the edges and the top has started to brown. Let it rest for about 10 minutes before serving.
Barbara’s Tips + Notes
- You can use any type of short pasta instead of penne.
- You can easily roast your own chicken, it will take about 30 minutes.
- You can use half-and-half instead of cream.





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